Valid from 01.07. 2007
These General Standard Terms and Conditions only apply in relation to business enterprises as defined in Section § 14 BGB (German Civil Code).

All our quotations and agreements are based entirely on Terms of Sale, Delivery and Payment set forth below; any deviating terms stipulated by the ordering party are deemed not to be binding unless expressly recognized by us in writing. Our Terms are deemed to have been recognized by the ordering party on placement of the order or, at the latest, when taking receipt of our goods without challenging the same.

2.1 Unless stipulated otherwise in writing, all our quotations are subject to change without notice.

2.2 All agreements are deemed to be unbinding until receipt of our written Confirmation of Order. The same applies to amendments, modifications and subsidiary agreements, in particular verbal agreements and warranties

2.3 Our confirmations of order must be checked by the ordering party for accuracy immediately on receipt. Claims in respect of inconsistencies or discrepancies, if any, must be lodged immediately.

2.4 The ordering party incurs liability for the accuracy of its ordering data or ordering records sent to us.

2.5 All samples are supplied against payment.

3.1 Delivery deadlines, which may be agreed upon as binding or unbinding, must be stipulated in writing.

3.2 Confirmed delivery deadlines are deemed to have been complied with when outward-bound dispatch is effected within the agreed time limit – i.e. departure ex works. If the products cannot be dispatched or installed in due time through no fault of our own, such deadlines are deemed to have been complied with as soon as it has been reported that the goods are ready for dispatch. We accept no liability for transportation to schedule.

3.3 In the event of our not yet having come to an agreement with the ordering party on all terms and details of the contract, or in the event of the ordering party not yet having procured required official certificates from home and/or foreign authorities, the confirmed delivery deadlines will be extended by the period up to compliance with such preconditions. The said deadlines are thus deferred accordingly.
The same applies to subsequent changes made by the ordering party to the contract where such changes affect the delivery deadlines or in the event of the ordering party failing to submit its records and/or drawings in due time necessary for executing the order.

3.4 The delivery deadline will be deferred to an extent appropriate to the given circumstances in the event of our obligations to effect due performance being hindered by force majeure and other unforeseeable, exceptional circumstances or circumstances arising through no fault of our own, e.g. difficulties encountered in procuring materials, failure to receive our own supplies despite conclusion of covering transactions, interruption of operations, telecommunications and computer failures, fire, strike, lockout, shortage of transport, traffic or road blocks, official intervention, failure or outage of machinery, export and/or import
embargoes, difficulties in obtaining supplies of energy, mobilization, war, blockade, etc., even if such circumstances affect our own ancillary suppliers.

3.5 In the event of the circumstances mentioned under 3.4 rendering delivery on our part impossible or unconscionable, we shall be entitled to withdraw from the contract. If the delay in delivery exceeds a duration two months, the ordering party shall be entitled to withdraw from the contract.

3.6 The ordering party shall not be entitled to derive any claims for compensation from deferral of the delivery deadline due to any of the circumstances specified in 3.4 for in the event of our becoming exempt from our obligation to effect delivery in pursuance of 3.5. We can refer to the said circumstances only if we effect immediate notification to the ordering party of the beginning and end of such hindrances.

3.7 If the commercial value or content of the contractual services undergoes change as a result of the unforeseen circumstances specified in 3.4 or if the said circumstances have a substantial impact on our operations, the contract may be adapted in appropriate accordance with the same. The provisions of Section § 313 BGB remain unaffected thereby.

3.8 In the event of our becoming involved in delay, the ordering party may stipulate a reasonable period of grace. After expiration of such period of grace, the ordering party may rescind the contract in respect of that part of the contractual services not yet performed. If the ordering party has a legitimate interest in the rejection of partial deliveries, it may effect withdrawal in respect of the entire contract.

3.9 All other claims of the ordering party beyond that referencing to breach of obligation, i.e. claims for compensation, are ruled out, unless damages have been caused due to malice aforethought or gross negligence. In cases of gross negligence our liability is limited to direct losses foreseeable and typical for this type of contract unless there is a legally designated unavoidable liability.

4.1 We reserve the sole right to determine the method of dispatch according to our choice. Dispatch is effected ex works.

4.2 Partial deliveries are admissible provided that this is reasonable to the ordering party.

4.3 Risk attaching to loss of the goods passes to the ordering party as soon as the consignment has been surrendered to the haulage contractor or forwarder, i.e. at the latest as soon as the goods leave the works. If the goods are ready for dispatch and surrender to the haulage contractor or forwarder is delayed through no fault of our own, the passing of risk is deemed to apply on receipt by the ordering party of notification advising that the goods are ready for dispatch. Loss of the goods is deemed to be equivalent to their confiscation.

4.4 If, at the ordering party’s request, dispatch or delivery is deferred by more than 2 weeks after notification has been given advising that the goods are ready for dispatch, warehousing charges may be invoiced to the ordering party amounting to 0.5% of the price of the items of the consignment for each month of deferral already commenced, however totalling 5% at the most. The contracting parties are at liberty to furnish proof of higher or lower warehousing costs having arisen.
The same applies in the event of goods having to be taken back due to reasons for which the ordering party is responsible.

5.1 Invoicing is effected as a gross amount in Euros. Ex works excluding packaging, which is charged separately and is non- returnable.

5.2 On all home and/or export consignments subject to the payment of turnover tax, the prices are to be interpreted in each case as plus Value Added Tax at the relevant valid rate.

6.1 Our invoices are payable in Euros within 14 days subject to 2% cash discount or within 30 days after date of invoice strictly net without deductions of any kind. Where the purchaser has not paid he will go into default on the 31st day after invoicing, with any further statement by us.

6.2 All payments must be made to KFV Karl Fliether GmbH & Co. KG in cash or to any of the company’s accounts. Unless expressly authorized to do so in writing, our staff are not entitled to collect cash.

6.3 We only take bills of exchange or accepted bills if this has been expressly agreed upon in advance and provided that the three-month maturity is not exceeded, however subject in all cases to the proviso that these documents can be presented by us to our bankers. In all other respects, cheques and rediscountable bills of exchange are only accepted as conditional payment. We accept no responsibility for due and proper presentation, noting or protesting. All costs and discounting charges in respect of bills of exchange, notes and letters of credit are to the debit of the ordering party and are due and payable immediately.

6.4 In the event of delays in payment occurring, we are entitled to charge interest amounting to 8 per cent above the basic rate of interest as defined in Section § 247 BGB (German Civil Code). Rights are reserved to assert further damages in respect of such delays. The ordering party is at liberty to furnish proof of defaulting damages being lower

6.5 In the event of any bill of exchange or cheque being protested, dwindling assets of the ordering party, or in the event of alienation of the ordering party’s assets or business, all its existing liabilities towards us shall become due and payable immediately.

6.6 The ordering party is only entitled to offset our own claims against uncontested or non-appealable claims. If the ordering party is a merchant as defined in Section § 1 HGB (German Commercial Code), the same applies to the assertion of rights of retention resulting from a mutual commercial transaction.

6.7 If, following conclusion of any contract, circumstances become known that are likely to have any lasting adverse effect on the credit standing of the ordering party, we shall be entitled to make deliveries conditional upon prepayment of the purchase price or to withdraw from the contract in the event of the ordering party refusing to agree to such conditions. Circumstances having an adverse effect on the ordering party’s credit standing are deemed to prevail in particular if the ordering party suspends payments, if insolvency proceedings are petitioned involving its assets or in the event of other circumstances materializing, e.g. enforcement measures, noting or protesting of bills and the like, resulting in the ordering party no longer being in a position to meet its obligations.

7.1 We reserve all rights of ownership attaching to the supplied merchandise up to fulfilment of all claims resulting from the business transactions linking us with the ordering party. In the event of the ordering party surrendering cheques or bills of exchange as conditional payment, the said rights of ownership shall remain in force until honouring of the said documents and final crediting has taken place.

7.2 The ordering party shall be entitled to sell the supplied merchandise in the ordinary course of business as long as it meets all its obligations in due time resulting from the business transactions linking us with the said ordering party. However, the ordering party may not pledge the goods on which we claim reservation of ownership or assign the same by way of security. When effecting resale on credit of any goods on which we claim reservation of ownership, the ordering party undertakes to safeguard our rights.

7.3 In the event of the ordering party acting in breach of his contract – in particular by defaulting payment – we shall be entitled, without setting a period of notice, to demand return of the delivered goods and/or withdraw from the contract; the ordering party is obliged to return the goods. There shall be no declaration of withdrawal from the contract implicit in the demand to return the goods, unless this is declared explicitly by us.

7.4 By way of security, the ordering party herewith undertakes to assign to us, here and now, all claims and rights resulting from the sale of goods on which we claim reservation of ownership. We herewith accept the said assignment. On request, the ordering party undertakes to name to us the debtors of the assigned claims and to notify the said debtors of such assignment. In the event that the ordering party collects any monies or other covering resources from its debtors prior to the full satisfaction of our claims, this is deemed to be on trust on our behalf.

7.5 Where the ordering party resorts to any treatment or processing of goods on which we claim reservation of ownership, this is always deemed to be done on our behalf. In the event of goods on which we claim reservation of ownership being processed or inseparably fused with other objects not belonging to us, we acquire co-ownership of the new item in a ratio of the invoice-value of the goods on which we claim reservation of ownership to such other processed or fused objects at the time processing or fusing takes place. In the event of goods on which we claim reservation of ownership being bonded or inseparably fused with other movable items to form a uniform object and that other object being regarded as the principal object, it is agreed that the ordering party assigns proportional co-ownership to us if such principal object belongs to the said ordering party. In all other respects the same applies to the object brought about through processing, bonding or fusing action as to that on which we claim reservation of ownership.

7.6 The ordering party is under obligation to effect separate storage of the goods on which we claim reservation of ownership as well as those objects that have resulted from bonding or fusion.

7.7 The ordering party is under obligation to notify us immediately of any third-party execution proceedings or measures affecting the goods on which we claim reservation of ownership, the same applying to claims assigned to us or any other form of security, surrendering at the same time all documents required for intervention; the same applies to impairment of any other nature. Costs and damages are to be borne by the ordering party.

7.8 On request made by the ordering party, we will release the said security at our option if and where the total value of such security exceeds the securable claims by more than 20%.

8.1 Warranty claims become statute-barred in 12 months. This does not apply if and where the law in pursuance of Section § 438, Paragraph
1, Subparagraph 2, § 479, Paragraph 1 and § 634 a, Paragraph 1, Subparagraph 2 BGB stipulates longer limitation periods as well as in cases of injury to life, body or health involving breach of obligation on our part due to malice aforethought or gross negligence and in the case of fraudulent concealment of any defect. Statutory regulations governing suspension of expiration as well as suspension and recommencement of prescriptive periods remain unaffected thereby.

8.2 Obvious defects occurring in a mutual commercial transaction must be reported in writing by the ordering party within 8 days after receipt of the goods; hidden defects must be reported in writing immediately after being discovered within the warranty period in accordance with 8.1. Where notification of defects is delayed, no claims in respect of material defects can be raised by the ordering party pertaining to the respective faults. The same applies analogously to complaints relating to quantities or to the delivery of goods different from those stipulated by contract.

8.3 Material defects are deemed not to exist if these are only negligible deviations from the stipulated quality or only impair serviceability of the product to a negligible extent, or are the result of natural wear and tear or damage occurring after the passing of risk due to improper or careless handling, inadequate maintenance, excessive strain or due to exceptional outside influences for which no allowance is made in the contract. No claims in respect of material defects can be raised if resulting from improper repairs or alterations carried out by the ordering party.

8.4 Where complaints in respect of defects are justified and reported in due time, we have the option of taking back the defective products and delivering satisfactory goods in lieu thereof or repairing the said defective products. In the event of repeated repair or repeated replacement delivery coming to naught in respect of one and the same defect, the ordering party has the option of rescinding the contract or reducing the purchase price.

9.1. The customer must ensure and provide proof thereof to us on request by us, which is permitted at all times, that (i) our product information (e.g. product descriptions, instructions for use, service and maintenance) is received by the respective addressees (e.g. end buyers) and (ii) instructions and information contained in our product information (in particular concerning the use, service and maintenance)
are complied with by the respective addressees (e.g. end buyers). We shall make the documents which are necessary in this respect – insofar as not already also supplied by us- available to the customer on written request.

9.2. Statements to the ordering party in connection with the conclusion of a contract (e.g. Descriptions of performance, reference to DIN standards, etc.) do not in the event of doubt entail the acceptance of a guarantee. In the event of doubt, only expressed written declarations by KFV Karl Fliether GmbH & Co. KG are authoritative on the acceptance of a guarantee.

We reserve the right to make technical modifications at any time serving to improve our products or to enhance their further development. This does not constitute any entitlement to claims, regardless of what kind.

11.1 Unless otherwise expressly agreed upon in writing, German Law shall apply exclusively, ruling out application of the UN Convention on Contracts for the International Sale of Goods.

11.2 The place of performance is Velbert and legal venue is Wuppertal if the ordering party is a merchant as defined in Section § 1 HGB, a legal entity under public law or a special fund under public law.